SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934 [ X ]

For the quarterly period ended:        September 30, 2000
                               -------------------------------------------------

                                       OR

TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [ ]

For the transition period from                    to
                              -------------------    ---------------------------


                         Commission File Number 1-5426.
                          -----------------------------



                              THOMAS INDUSTRIES INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


            Delaware                                        61-0505332
------------------------------------------          ----------------------------
    (State or other jurisdiction of                       (IRS Employer
     incorporation or organization)                    Identification No.)


4360 Brownsboro Road, Louisville, Kentucky                    40207
------------------------------------------          ----------------------------
  (Address of principal executive office)                  (Zip Code)


Registrant's telephone number, including area code:        502/893-4600
                                                    ----------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding  twelve months (or for such shorter period that the registrant was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [ X ] No [ ]

The number of shares  outstanding of issuer's  Common Stock, $1 par value, as of
November 10, 2000, was 15,078,413 shares.




                                  Page 1 of 11


<PAGE>




PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)


                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                     (In Thousands Except Amounts Per Share)



                                        Three Months Ended     Nine Months Ended
                                          September 30            September 30
                                       -------------------     -----------------


                                         2000       1999        2000      1999
                                         ----       ----        ----      ----


Net sales                              $ 44,664   $ 39,856   $143,018   $133,624
Cost of products sold                    28,119     25,503     90,845     85,387
                                       --------   --------   --------   --------
Gross profit                             16,545     14,353     52,173     48,237

Selling, general, and
  administrative expenses                10,364      9,284     32,375     30,636
Equity income from Lighting               6,556      6,351     17,862     16,988
                                       --------   --------   --------   --------
Operating income                         12,737     11,420     37,660     34,589
Interest expense                            968      1,130      2,939      3,452
Interest income and other                   538        558      2,410      1,602
                                       --------   --------   --------   --------
Income before income taxes               12,307     10,848     37,131     32,739
Income taxes                              4,736      4,100     13,990     12,836
                                       --------   --------   --------   --------
Net income                             $  7,571   $  6,748   $ 23,141   $ 19,903
                                       ========   ========   ========   ========
Net income per share
  Basic                                $    .49   $    .43   $   1.49   $   1.26
  Diluted                              $    .48   $    .42   $   1.46   $   1.23

Dividends declared per share           $   .075   $   .075   $   .225   $   .225

Weighted average number of
  shares outstanding
  Basic                                  15,399     15,812     15,499     15,787
  Diluted                                15,750     16,240     15,833     16,194




See notes to condensed consolidated financial statements


                                       2
<PAGE>



                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)

                                                      (Unaudited)
                                                      September 30  December 31
                                                         2000         1999*
                                                         ----         ----
ASSETS
Current assets
  Cash and cash equivalents                           $ 10,493         $ 16,487
  Accounts receivable, less allowance
       (2000--$821; 1999--$698)                         23,680           20,869
  Inventories:
       Finished products                                 6,137            4,965
       Raw materials                                    10,149           10,209
       Work in process                                   4,174            4,577
                                                       -------          -------
                                                        20,460           19,751
  Deferred income taxes                                  3,217            2,634
  Other current assets                                   2.219            3,370
                                                       -------          -------
                            Total current assets        60,069           63,111
Investment in GTG                                      168,488          158,865
Property, plant, and equipment                          85,517           78,903
  Less accumulated depreciation and amortization        47,918           42,751
                                                       -------          -------
                                                        37,599           36,152
Note receivable from GTG                                22,287           22,287
Intangible assets--less accumulated amortization         9,603           10,677
Other assets                                             3,208            2,884
                                                       -------          -------
                                    Total assets      $301,254         $293,976
                                                       =======          =======


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Accounts payable                                    $  7,401         $  7,794
  Other current liabilities                             18,502           15,289
  Current portion of long-term debt                      7,784            7,784
                                                       -------          -------
                       Total current liabilities        33,687           30,867
Deferred income taxes                                    5,853            6,027
Long-term debt (less current portion)                   40,743           40,513
Other long-term liabilities                              6,751            7,087
                                                       -------          -------
                               Total liabilities        87,034           84,494


Shareholders' equity
  Preferred Stock, $1 par value,
    3,000,000 shares authorized--none issued              --                --
  Common Stock, $1 par value, shares authorized:
    60,000,000; Shares issued:  2000--17,660,887
                                1999--17,567,104         17,661          17,567
  Capital surplus                                       111,912         110,988
  Retained earnings                                     129,339         109,689
  Accumulated other comprehensive income (loss)         (10,592)         (6,385)
  Less cost of treasury shares:
       (2000--2,409,850; 1999--1,807,650)               (34,100)        (22,377)
                                                        -------          -------
                      Total shareholders' equity        214,220         209,482
                                                        -------         -------
      Total liabilities and shareholders' equity       $301,254        $293,976
                                                        =======         =======

*Derived from the audited  December 31, 1999,  consolidated  balance sheet.  See
 notes to condensed consolidated financial statements.



                                       3
<PAGE>


                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (Dollars in Thousands)

                                                            Nine Months Ended
                                                               September 30
                                                        ------------------------

                                                           2000         1999
                                                           ----         ----

Operating activities:
  Net income                                            $23,141         $19,903
  Adjustments to reconcile net income to net
  cash provided by operating activities:
       Depreciation and amortization                      6,372           6,087
       Deferred income taxes                               (734)           (248)
       Equity income from Lighting                      (17,862)        (16,988)
       Distributions from Lighting                        7,597           6,575
       Other items                                          202              86
       Changes in operating assets and liabilities:
         Accounts receivable                             (3,837)         (1,871)
         Inventories                                     (2,048)             54
         Accounts payable                                  (159)            134
         Accrued expenses and other liabilities           3,185          (1,818)
         Other                                              899             179
                                                         ------          ------
Net cash provided by operating activities                16,756          12,093


Investing activities:
  Purchases of property, plant, and equipment            (7,821)         (5,459)

  Sale of property, plant, and equipment                     12              15
                                                         ------          ------
Net cash used in investing activities                    (7,809)         (5,444)

Financing activities:
  Payments on notes payable to banks, net                  -0-             (133)
  Payments on long-term debt                             (7,770)         (7,769)
  Proceeds from long-term debt                            8,000             --
  Treasury stock purchased                              (11,723)            --
  Dividends paid                                         (3,519)         (3,560)
  Other                                                   1,018           1,069
                                                         -------         ------
Net cash used in financing activities                   (13,994)        (10,393)
Effect of exchange rate change                             (947)           (193)
                                                         -------         -------

Net decrease in cash and cash equivalents                (5,994)         (3,937)

Cash and cash equivalents at beginning of period         16,487          18,205
                                                         ------          ------

Cash and cash equivalents at end of period              $10,493         $14,268
                                                         ======          ======




See notes to condensed consolidated financial statements.





                                       4
<PAGE>




                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Note A - Basis of Presentation
------------------------------

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  reporting and with the instructions to Form 10-Q and Article 10-01 of
Regulation  S-X.  Accordingly,  they  do not  include  all the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.

The results of operations  for the nine-month  period ended  September 30, 2000,
are not necessarily  indicative of the results that may be expected for the year
ending  December  31,  2000.  In the  opinion  of  management,  all  adjustments
considered  necessary for a fair  presentation  have been included.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1999.


Note B - Contingencies
----------------------

In the normal  course of business,  the Company is a party to legal  proceedings
and claims. When costs can be reasonably estimated,  appropriate liabilities for
such matters are recorded.  While  management  currently  believes the amount of
ultimate  liability,  if any, with respect to these actions will not  materially
affect the  financial  position,  results of  operations,  or  liquidity  of the
Company,  the  ultimate  outcome  of  any  litigation  is  uncertain.   Were  an
unfavorable outcome to occur, the impact could be material to the Company.


Note C - Comprehensive Income
-----------------------------

Reconciliation  of net  income to total  comprehensive  income  for the  periods
indicated follows.

(In Thousands)
For the three months ended September 30:         2000                  1999
                                                 ----                  ----

       Net income                               $7,571                $6,748
       Foreign currency translation             (2,081)                  852
                                                 -----                 -----
       Comprehensive income                     $5,490                $7,600
                                                 =====                 =====

For the nine months ended September 30:

       Net income                              $23,141               $19,903
       Minimum pension liability                  --                       1
       Foreign currency translation             (4,207)               (1,569)
                                                ------                -------
       Comprehensive income                    $18,934               $18,335
                                                ======                ======



                                       5
<PAGE>



Note D - Net Income Per Share
-----------------------------

The  computation of the numerator and denominator in computing basic and diluted
net income per share follows:

    (In Thousands)                              Three Months      Nine Months
                                               Ended Sept. 30   Ended Sept. 30
                                               --------------   ---------------
                                                2000     1999    2000     1999
                                                ----     ----    ----     ----
    Numerator:
        Net income                            $ 7,571  $ 6,748  $23,141  $19,903
                                               ======   ======   ======   ======

    Denominator:
        Weighted average shares outstanding    15,399   15,812   15,499   15,787

      Effect of dilutive securities:
         Director and employee stock options      339      387      318      364
         Employee performance shares               12       41       16       43
                                               ------   ------   ------   ------
         Dilutive potential common shares         351      428      334      407
                                               ------   ------   ------   ------
         Denominator for diluted earnings per
           share--adjusted weighted average
          shares and assumed conversions       15,750   16,240   15,833   16,194
                                               ======   ======   ======   ======


Note E - Genlyte Thomas Group LLC
---------------------------------

The following table contains  certain  unaudited  financial  information for the
Joint Venture.
<TABLE>

                            Genlyte Thomas Group LLC
                         Condensed Financial Information
                             (Dollars in Thousands)
<CAPTION>

                                                  (Unaudited)
                                                  September 30      December 31
                                                     2000              1999
                                                     ----              ----
       <S>                                         <C>               <C>
       Balance sheet:
          Current assets                           $360,374          $321,788
          Long-term assets                          233,503           231,643
          Current liabilities                       164,977           170,478
          Long-term liabilities                      84,701            73,785


                                                  Three Months         Nine Months
                                                Ended Sept. 30       Ended Sept. 30
                                               -----------------    --------------------
                                                  2000      1999       2000        1999
                                                  ----      ----       ----        ----
       <S>                                     <C>        <C>        <C>        <C>
       Income statement:
          Net sales                            $257,308   $257,811   $753,299   $738,932
          Gross profit                           87,166     87,808    252,655    244,656
          Earnings before interest and taxes     24,611     25,171     67,017     65,561
          Net income*                            22,214     21,503     60,852     58,049

   *Amounts recorded by Thomas Industries Inc.:
          Equity income from GTG               $  7,109   $  6,880   $ 19,473   $ 18,575
          Stock option expense                      (24)       --         (24)        --
          Amortization of excess investment        (529)      (529)    (1,587)    (1,587)
                                                -------    -------    -------    -------
              Equity income reported by Thomas $  6,556   $  6,351   $ 17,862   $ 16,988
                                               ========    =======   ========   ========

</TABLE>



                                       6
<PAGE>


Note F - Receivables from Affiliate
-----------------------------------

Our note  receivable  from GTG at September 30, 2000,  and December 31, 1999, is
$22,287,000  which represents a debt  equalization note payable to Thomas by GTG
related to the formation of the Joint Venture.  Interest on the principal amount
outstanding  under the note  accrues at a variable  rate based on LIBOR plus the
Offshore Rate Margin and is payable on a quarterly  basis.  The principal amount
of the note is due on August 29, 2003, and may be prepaid in whole or in part at
any time without premium or penalty.


Note G - Segment Disclosures
----------------------------
<TABLE>

                                          Three Months Ended       Nine Months Ended
                                             September 30             September 30
                                          -------------------      -------------------
                                            2000        1999           2000          1999
                                            ----        ----           ----          ----
<S>                                      <C>          <C>            <C>           <C>
Total net sales including
  intercompany sales
       Pump & Compressor                 $51,385      $43,940        $160,625      $145,241

Intercompany sales
       Pump & Compressor                  (6,721)      (4,084)        (17,607)      (11,617)
                                          ------      -------        --------      --------

Net sales to unaffiliated customers
       Pump & Compressor                 $44,664      $39,856        $143,018      $133,624
                                          ======       ======         =======       =======

Operating income
       Pump & Compressor                 $ 7,659      $ 6,451        $ 24,827      $ 22,579
       Lighting*                           6,556        6,351          17,862        16,988
       Corporate                          (1,478)      (1,382)         (5,029)       (4,978)
                                          ------       ------         -------       -------
                                         $12,737      $11,420        $ 37,660      $ 34,589
                                          ======       ======         =======       =======

*Represents  32% of GTG net income less  amortization  of excess  investment and
stock option expense.

</TABLE>

Note H - Accounting Pronouncement
---------------------------------

In December  1999, the  Securities  and Exchange  Commission  staff issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101").  SAB 101  clarifies  existing  accounting  principles  related to revenue
recognition in financial statements.  The Company is required to comply with the
provisions of SAB 101 by the fourth quarter of 2000. Management does not believe
that the  implementation of SAB 101 will have a material impact on the Company's
results of operations.





                                       7
<PAGE>



Item 2.  Management's  Discussion  and  Analysis  of  Financial Condition  and
         Results of Operations

Results of Operations
---------------------

Net sales during the third quarter ended  September 30, 2000, were $44.7 million
compared to $39.9 million for the third quarter of 1999.  This represents a 12.1
percent  increase,  and the $44.7  million is a record for any third quarter for
our Pump & Compressor  business.  Our North American and Asia Pacific operations
had  very  strong  results,  especially  in  the  medical  market  where  orders
previously had been pushed out during the second quarter.  The 2.8 percent sales
growth in our European operations was negatively affected by an unfavorable Euro
exchange  rate.  When  measured at a constant  Euro  exchange  rate,  our Pump &
Compressor net sales would have  increased an additional 3.7 percent.  Net sales
for the nine-month period ended September 30, 2000, were $143.0 million compared
to $133.6 million for the prior year.  This 7 percent  increase is due primarily
to the growth in our Asia Pacific  operation and to the October 1999 acquisition
of Oberdorfer  Pumps. When measuring our nine-month period results at a constant
Euro  exchange  rate,  the Pump & Compressor  net sales would have  increased an
additional 3.1 percent.

Operating  income for the third  quarter  ended  September  30, 2000,  was $12.7
million,  or 11.5  percent  higher than the 1999 third  quarter  amount of $11.4
million.  Our Pump &  Compressor  segment  posted an 18.7  percent  increase  in
operating  income  over the 1999  third  quarter.  This was due  principally  to
increased  sales volume,  sales mix, and cost reduction  programs.  Our Lighting
segment  results  increased  3.2 percent to $6.6 million in the third quarter of
2000,  compared to $6.4  million in the same period last year.  We had  slightly
higher  corporate  expenses  in the third  quarter of 2000  compared to 1999 due
primarily  to  employee  wage and  benefit  accruals.  Operating  income for the
nine-month  period ended September 30, 2000, was $37.7 million compared to $34.6
million in 1999.  This  increase was  attributable  to Pump &  Compressor  sales
volume increases,  favorable sales mix, and cost reduction programs,  as well as
the strength of the Lighting segment's earnings that grew at 5.1 percent.

Net income for the 2000 third  quarter of $7.6 million was 12.2  percent  higher
than the $6.7  million for the  comparable  1999 period and was a record for any
third  quarter  period.  This  increase  was due  primarily  to the  increase in
operating  income and lower  interest  expense.  Net  income for the  nine-month
period ended September 30, 2000, was $23.1 million compared to $19.9 million for
the nine-month period in 1999. Excluding a one-time gain of $.8 million recorded
in the  second  quarter  of 2000  related to the  proceeds  of a life  insurance
policy, net income would have been $22.3 million for the nine-month period ended
September 30, 2000. This is a record for any nine-month  period in the Company's
history.  The  nine-month  period  increase  over 1999 was due  primarily  to an
increase  in our  operating  income,  the  one-time  gain from a life  insurance
policy, and lower interest expense.

Interest  expense for the 2000 third quarter was $1.0  million,  or 14.3 percent
lower than the  prior-year  amount of $1.1  million.  The  reduction in interest
expense was  primarily  related to the $7.7  million debt payment on January 31,
2000. This has been partially offset by interest on short-term borrowings, which
are  higher due to the  funding of our stock  repurchase  program  noted  below.
Interest expense for the nine-month period ended September 30, 2000,



                                       8
<PAGE>


Item 2.  Management's Discussion and Analysis --Continued

was $2.9  million  compared  to $3.5  million in 1999.  As a result of our stock
repurchase  program,  on  September  29, 2000,  we borrowed  $8.0 million for an
eighteen-month  period  at  a  variable  interest  rate  based  on  LIBOR.  This
additional  long-term  borrowing had no material impact on interest  expense for
the third quarter or nine-month period in 2000.

Our note  receivable  from GTG at September 30, 2000,  and December 31, 1999, is
$22,287,000 which represents the debt equalization note payable to Thomas by GTG
related to the formation of the Joint Venture.  Interest on the principal amount
outstanding  under the note  accrues  at a  variable  rate and is  payable  on a
quarterly basis. The principal amount of the note is due on August 29, 2003, and
may be prepaid in whole or in part at any time without premium or penalty.

Working  capital of $26.4  million at September  30, 2000, is $5.9 million lower
than the amount at December 31, 1999,  primarily resulting from the $7.7 million
long-term  debt payment on January 31, 2000,  and the $11.7 million spent in the
first nine  months of 2000 on the stock  repurchase  program,  and offset by the
$8.0 of proceeds  from the  September 29, 2000,  additional  borrowing.  For the
period December 31, 1999,  through  September 30, 2000, the Company purchased an
additional 602,200 shares for the stock repurchase program that was announced in
December 1999. Since September 30, 2000, the Company has purchased another 9,000
shares in the open market and 159,389  shares in private  transactions.  Through
November 10, 2000, the Company has  purchased,  on a cumulative  basis,  843,189
shares at a cost of $16.6  million.  Accounts  receivable at September 30, 2000,
have  increased by 13.5  percent  since  December 31, 1999,  due to higher sales
volume and a larger  concentration  of accounts  receivable  with  international
customers,  which  typically  have  longer  terms.  The  number of days sales in
receivables at September 30, 2000,  compared to December 31, 1999, has increased
to 49.7 days from 48.0.  Annualized inventory turnover at September 30, 2000, of
5.2 improved from the December 31, 1999, level of 5.0.

Certain loan agreements of the Company include  restrictions on working capital,
operating  leases,  tangible net worth,  and the payment of cash  dividends  and
stock distributions. Under the most restrictive of these arrangements,  retained
earnings of $68.5 million are not restricted at September 30, 2000.

As of September 30, 2000, the Company had available credit of $15.2 million with
banks  under  borrowing   arrangements,   of  which  $7.2  million  was  unused.
Anticipated funds from operations,  along with available  short-term credit, are
expected to be sufficient to meet cash  requirements in the year ahead.  Cash in
excess of  operating  requirements  will  continue to be invested in  investment
grade, short-term securities.

New European Currency
---------------------

Eleven  European  countries  (The European  Monetary  Union) have  implemented a
single  currency  zone as of January  1,  1999.  The new  currency  (Euro)  will
eventually replace the existing currencies of the participating countries. It is
expected that this transition from the various currencies to the Euro will occur
over a two-year period. The software used by our European operations




                                       9
<PAGE>


Item 2.  Management's Discussion and Analysis --Continued

has been  modified to  accommodate  the dual  currencies  during the  transition
period.  A team is in place to monitor  any  changing  EMU  requirements  and to
establish the final conversion timetable for the single EMU currency.

While  management  currently  believes the Company has accommodated any required
changes  in its  operations,  there  can be no  assurance  that  its  customers,
suppliers,  service  providers,  or  government  agencies will all meet the Euro
currency requirements in a timely manner. Such failure to complete the necessary
work on a timely basis could result in material financial risk.

Staff Accounting Bulletin No. 101
---------------------------------

In December  1999, the  Securities  and Exchange  Commission  staff issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101").  SAB 101  clarifies  existing  accounting  principles  related to revenue
recognition in financial statements.  The Company is required to comply with the
provisions of SAB 101 by the fourth quarter of 2000. Management does not believe
that the  implementation of SAB 101 will have a material impact on the Company's
results of operations.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

The Company's  long-term debt bears interest at fixed rates,  with the exception
of the $8 million  eighteen-month  note that accrues interest at a variable rate
and is paid on a monthly basis.  Any short-term  borrowings  would  typically be
priced at variable  interest rates. The Company's results of operations and cash
flows, therefore,  would only be affected by interest rate changes to the extent
of variable  rate debt. At September  30, 2000,  there were no short-term  notes
payable  outstanding;  but  the  $8  million  long-term  note  was  outstanding.
Therefore,  a 100 basis point  movement in the  interest  rate on the $8 million
note would result in an approximate  $80,000 annualized  increase or decrease in
interest expense and cash flows.

The Company also has a long-term note  receivable  from GTG of $22,287,000  that
bears interest at a variable rate. Therefore,  a 100 basis point movement in the
interest rate on the  $22,287,000  note would result in an approximate  $222,870
annualized increase or decrease in interest income and cash flows.

The fair value of the  Company's  long-term  debt is estimated  based on current
interest  rates  offered to the  Company for  similar  instruments.  The Company
believes that the effect,  if any, of reasonably  possible  near-term changes in
interest  rates on the Company's  consolidated  financial  position would not be
significant.

The Company has  significant  operations  consisting of sales and  manufacturing
activities in foreign countries.  As a result,  the Company's  financial results
could be  significantly  affected by factors such as changes in foreign currency
exchange rates or weak economic  conditions in the foreign  markets in which the
Company  manufactures  or distributes its products.  Currency  exposures for our
Pumps & Compressors  segment are  concentrated  in Germany but exist to a lesser
extent in other parts of Europe and Asia. Our Lighting segment currency exposure
is primarily in Canada.



                                       10
<PAGE>


PART II. OTHER INFORMATION
-------  -----------------

Item 6.  Exhibits and Reports on Form 8-K

          (a)      Exhibits

                    27           Financial Data Schedule.

          (b)      No reports on Form 8-K were filed during the quarter.








                                   SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                 THOMAS INDUSTRIES INC.
                                          --------------------------------------
                                                    Registrant

                                           /s/ Phillip J. Stuecker
                                          --------------------------------------
                                          Phillip J. Stuecker, Vice President of
                                             Finance, Chief Financial Officer,
                                             and Secretary



Date    November 13, 2000
    -------------------------